Skip to main content

Hot Topics in Mergers & Acquisitions 2012


Speaker(s): Ann Beth Stebbins, Anne C. Foster, Carmen M. Molinos, Chris Young, Daniel F. Duchovny, Daniel H. Burch, Eric L. Schiele, Janet L. McDavid, Jeffrey R. Wolters, John C. Koski, John D. Harkrider, Melissa Sawyer, Michael Carr, Paul J. Shim, Phillip R. Mills, R. Scott Falk, Rodney M. Miller, Sarkis Jebejian, William B. Sorabella, William H. Efron
Recorded on: Sep. 6, 2012
PLI Program #: 34925

John Harkrider is co-chair of Axinn, Veltrop & Harkrider's antitrust practice.  His practice concentrates on mergers, counseling and litigation.  In the merger context, he advised Google in its US $12.5 billion acquisition of Motorola Mobility as well as its US$700 million acquisition of ITA, SunGard Data Systems in its US$1.6 billion sale of SunGard Higher Education to Datatel, XLHealth in its US$2.2 billion sale to UnitedHealth; Thermo Fisher Scientific with respect to its US$2.1 billion acquisition of Dionex, Bemis Company in its US$1.2 billion acquisition of the Food Americas' assets of Alcan,  Ball Corporation in its US$577 million acquisition of the MCC assets from Anheuser-Busch InBev, Cingular in its US$41 billion acquisition of AT&T Wireless, BellSouth in its US$67 billion acquisition by AT&T, Omnicare in its hostile takeover of both Pharmerica and NeighborCare, and Harcourt General with respect to its US$4.5 billion sale to Reed Elsevier and Thompson.  In litigation, Mr. Harkrider represented both Tyson Foods and George's with respect to Tyson's sale of assets to George's in the Western District of Virginia, Omnicare with respect to its Section One conspiracy claims against United Health in both the Northern District of Illinois and the Seventh Circuit, United Technologies in connection with Walker Process and Handgards claims in the Northern District of Illinois and District of Maryland, and IBP in opposition class certification in the Middle District of Alabama. In counseling, he has advised MasterCard's Board of Directors with respect to their IPO as well as the Board of Directors of a major European air cargo company with respect to possible criminal liability. In addition, Mr. Harkrider represented the U.S. Department of Justice in its investigation and suit to enjoin WorldCom's US$120 billion attempted acquisition of Sprint.

Mr. Harkrider has written and spoken extensively on antitrust as the lead editor of a handbook on Econometrics in Antitrust, published by the ABA.  He is also the author of a number of articles, including  Obama:  The First Year, ANTITRUST, Summer 2010; Lessons from the Great Depression, ANTITRUST, Spring 2009;Antitrust Enforcement During the Bush Administration, An Econometric Estimation, ANTITRUST, Summer 2008; Exporting Antitrust Law to China, Global Competition Review, February 2006; Risk-Shifting Provisions and Antitrust Risk: An Empirical Examination, ANTITRUST, Fall 2005; and Sophistication Snag, The Deal, January 17, 2005,. He has regularly appeared as an antitrust commentator on CNBC, Fox and BBC America.

Mr. Harkrider delivered remarks at the prestigious Milton Handler Antitrust Review sponsored by the Association of the Bar of the City of New York.

Mr. Harkrider is recommended by Chambers USA and was named by Global Competition Review as the 2012 competition "Lawyer of the Year".

EDUCATION

  • University of California, Hastings College of the Law, San Francisco, California, 1991 J.D. cum laude.
    •    Honors: Order of the Coif; Thurston Society, 1991
  • University of Michigan, Ann Arbor, Michigan, 1988 B.A.
    •    Honors: Highest Honors


PROFESSIONAL ACTIVITIES

  • Editorial Board, ANTITRUST, 2007 - present
  • American Bar Association, Vice-Chair, Economics Committee of Antitrust Section, 2003 - 2006
  • New York State Bar Association
  • New York City Bar Association


Ann Beth Stebbins concentrates primarily on mergers and acquisitions. Ms. Stebbins spent eight years in the firm’s London office and has been involved in a variety of cross-border transactions representing acquirers, targets and financial advisors.

Ms. Stebbins’ representative transactions include:

- Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;

- Funds advised by Apax Partners LP in:

  • their acquisition of ECI Software Solutions and the North American business of Exact Group B.V.;
  • their acquisition of a majority stake in Accenture LLP’s Duck Creek insurance software business;
  • their acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;
  • their acquisition of Quality Distribution, Inc.;
  • their acquisition of Advantage Sales & Marketing from J.W. Childs Equity Partners and its subsequent sale to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited; and
  • their acquisition of Tivit, a leading technology service provider in Brazil.

- Bally Technologies, Inc., in its $5.1 billion acquisition by Scientific Games Corporation;

- Cineworld Group plc in its $3.6 billion acquisition of Regal Entertainment Group;

- Colfax Corporation in the sale of its fluid handling products to CIRCOR International, Inc. and its acquisition of Victor Technologies Group Inc. from Irving Place Capital;- Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;

- Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;

- SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan; and

- the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. She was recognized as an Outstanding Women Leader by Georgetown University Law Center and is the 2018 recipient of the John Carroll Award, the highest honor bestowed upon a Georgetown alumnus.


Chris Young heads the Takeover Defense practice at Credit Suisse.  He is responsible for takeover defense, contested M&A transactions, shareholder activism and corporate governance matters.

Mr. Young joined Credit Suisse in June 2010 from Institutional Shareholder Services (ISS) where he was Director of M&A and Proxy Fight Research.  Prior to ISS, Mr. Young was an investment banker at Bear Stearns, an M&A lawyer at Sullivan & Cromwell and a derivatives trader at Sumitomo Bank, all in New York.

At ISS, Mr. Young advised institutional investors on hundreds of contested M&A transactions and shareholder activist campaigns, including hedge fund-led proxy fights for board seats at Heinz, CSX Corp., Target Corp., Motorola, Yahoo, H&R Block, Atos Origin, Tui, and Biogen, as well as hostile bids including Exelon for NRG, Agrium for CF Industries, CF Industries for Terra Industries, BASF for Engelhard, and contested M&A transactions including the aborted Cablevision buyout, Lilly-ICOS, Caremark-CVS-Express Scripts, the Clear Channel and TXU buyouts, Biomet, Lear, and Genentech.

Mr. Young received a BS in foreign service from Georgetown University's School of Foreign Service and a JD, magna cum laude, from Boston University School of Law. He is also a CFA charter holder.


Daniel H. Burch
Chairman and Chief Executive Officer
MacKenzie Partners, Inc.

Daniel H. Burch is the Chairman, CEO and co-founder in 1990 of MacKenzie Partners, Inc. a leading proxy solicitation, corporate governance and investor relations consulting firm. In his role as advisor to issuers, boards and investors, he is responsible for developing and implementing strategies and campaigns for clients involved in proxy contests, tender offers, mergers, shareholder activism, corporate governance, financial restructurings and other complex corporate transactions. The firm also offers its clients stockholder and bondholder identification, beneficial owner analysis and market surveillance.

Mr. Burch has over 35 years of experience in the Proxy/M&A industry and led his client’s campaigns in most of the largest tender offers and proxy contests during his career. Previously, he served as director of corporate development at Vornado Realty Trust (NYSE:VNO) and as a senior executive at another of the original proxy solicitation firms for nearly 14 years.

Mr. Burch is a graduate of Lehigh University in Bethlehem, PA from which he earned a B.S., majoring in economics and accounting. He is a member of the American Society of Corporate Secretaries and Corporate Governance Professionals and a member of NIRI and frequently lectures on subjects of corporate governance, merger and acquisitions and proxy contests.


Eric Schiele is a corporate partner at Kirkland & Ellis LLP. His practice primarily encompasses public and private M&A and board advisory work, including hedge fund activism defense.

Eric is recognized repeatedly as a leading lawyer in M&A. He is ranked for his M&A work by Chambers USA from 2015 to 2018, highlighted by clients as “absolutely terrific” and “thorough, wise, always available and very results oriented.” Eric is also recognized by IFLR1000 from 2015 to 2018 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 and 2017. He is also recognized by The Legal 500 for his work in the media and entertainment industry in 2017 and 2018, M&A in 2018, telecom and broadcast industry in 2014 and 2017, technology industry in 2015 and skill in capital markets from 2011 to 2013.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014 to 2018 and chairing its Shareholder Activism conference in 2016 and 2018.

Representative Matters

• Amcor Ltd. in its pending $6.8 billion acquisition of Bemis Co.
• Wynn Resorts in its engagement and settlement agreement with shareholder Elaine Wynn

Prior to joining Kirkland, Eric’s representative transactions included:

• Disney in its pending $66 billion acquisition of 21st Century Fox
• Time Warner on a number of M&A transactions, including its $109 billion sale to AT&T, the unsolicited proposal from 21st Century Fox to acquire Time Warner and its acquisition of 100% of truTV
• Honeywell in its $90 billion proposal to acquire United Technologies and its $300 million sale of Honeywell Technology Solutions to KBR
• Anheuser-Busch InBev in its $123 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors
• Northrop Grumman in its $9.2 billion acquisition of Orbital ATK
• The Strategic Review Committee of the Board of Directors of Yahoo! in the $4.48 billion acquisition of Yahoo!’s operating business by Verizon
• DreamWorks Animation in its $4.1 billion sale to Comcast
 


In Memoriam 
October 17, 1963 – May 17, 2019
Co-Chair, Hot Topics in Mergers and Acquisitions, 2006 – 2019    


Scott Falk was a partner in Kirkland’s Chicago office, focusing primarily on mergers and acquisitions and securities offerings for public company clients. In his almost 30 years at Kirkland, he served many Fortune 500 clients including Aon, Baxter, Boeing, Dow Chemical, John Deere, Molson Coors and Tenneco in M&A and corporate governance work. But beyond the work itself, Scott dedicated himself to the support and education of other M&A lawyers and played an active role internally in running the M&A Forums and Roundtables, and externally co-chairing, teaching classes and leading panels with the Practicing Law Institute, the Garrett Corporate and Securities Law Institute and the Securities Regulation Institute. 

Scott served as Chairman of the National Philanthropic Board of the American Red Cross in Washington, D.C., Chairman of the Board of the American Red Cross of Greater Chicago and Chairman of the Board of Directors of the Chicago Humanities Festival. He received numerous accolades over the years, having been listed in Chambers as a leading lawyer for over a decade, and was well-recognized among his partners as being one of Kirkland’s star public company M&A attorneys. 

Scott earned his J.D. cum laude from Harvard Law School in 1989 and his A.B. magna cum laude in Government from Harvard College in 1985.

We will miss his wisdom, collegiality and kindness.


Jan McDavid is a partner in the Washington, D.C. office of Hogan Lovells, where she is co-chair of the antitrust practice.  She focuses on antitrust and trade regulation litigation and counseling, with a particular emphasis on government investigations, litigation, and legislation.  She has served as counsel in a number of significant antitrust matters, including for SAB Miller in its proposed transaction with ABInBev, Alstom is its transaction with GE, Verizon in its joint venture with Comcast and other cable TV companies, Verizon’s acquisition of Terremark, American Express in its acquisition of Revolution Money, Mandalay Resort Group in its merger with MGM Mirage, Mobil Corporation in its merger with Exxon, Carnival Corporation in its acquisition of P&O Princess, Ford in the formation of several joint ventures, American Express in the Justice Department's investigation and successful litigation against Visa and MasterCard, EMI in the Justice Department’s investigation of online music, and General Dynamics in its many defense industry transactions.

She is Co-Chair of the International Bar Association Antitrust Committee 2016-17.  She is a Past Chair of the Section of Antitrust Law of the American Bar Association.  She is a Non-Governmental Advisor to the International Competition Network.  She was a member of the Governing Committee of the ABA Forum on Franchising.  She is the author or co-author of many books and articles involving antitrust law, including the Antitrust Evidence Handbook, Mergers & Acquisitions and Antitrust & Trade Associations Practice Guide, all published by the ABA Antitrust Section, Antitrust Investigations: Successfully Managing Your Relationship with Agency Staff and Increasing Your Chances for Approval; New Merger Guidelines Emphasize Flexibility; Damages Cases in Europe, Dominant Firm Conduct, Merger Review Processes in the United States and the European Union: A Comparison, How to Avoid Negotiations on Second Requests, Antitrust Law: Intersection with IP, The Defense of Mergers in the Defense Industry, Antitrust Issues in Health Care Reform, and The 1992 Horizontal Merger Guidelines:  A Practitioner's View of Key Issues in Defending a Merger.  She is a frequent speaker on antitrust issues.

Ms. McDavid was an Advisor to the Transition Team for the Federal Trade Commission for the Obama Administration in 2008 and for the Bush Administration in 2001 and was a member of the Transition Team for the FTC for the Clinton Administration in 1992.  She also served as Co-Chair of the ABA Antitrust Section's Transition Task Force, which provided advice to the Obama Administration, and its Task Force on Competition Policy, which provided advice on antitrust issues to the Clinton Administration.  In 1993-94, she was a member of the Department of Defense Antitrust Task Force, which was appointed by the Secretary and the General Counsel of the Defense Department to advise on antitrust issues involved in defense industry mergers and joint ventures.  In 1996-97, she was a member of a Department of Defense Task Force to evaluate issues raised by Vertical Integration and Supplier Decisions among defense contractors.


John Koski is the Global Chief Legal Officer for Dentons, where he is responsible for managing the provision of legal services to the world's largest law firm.  John chairs the Global Risk Management Committee, serves on the Global Management Committee, and reports to the Global Board. 

For more than 20 years, John has counseled the firm on governance, structure, litigation, transactions, insurance, regulation, compliance, investigations, and professional responsibility matters.  For 10 of those years, he served as the US General Counsel for the firm.  

John is a partner in the firm, resident in Chicago, where he is part of the firm's Professional Liability Litigation practice, which represents law firms, corporate law departments, and lawyers.   He speaks and writes frequently on legal ethics, risk management and professionalism matters, and is a contributing author and co-editor of The Risk Tip


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.

Ms. Sawyer has been repeatedly recognized as a leading M&A advisor. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and is recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City,” a “Top Woman Attorney in New York” by Super Lawyers, a Rising Star by IFLR1000 and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement, being chosen as an Empire State Counsel Honoree by the New York State Bar Association and recognition by Super Lawyers for her work in Mergers & Acquisitions, Corporate Governance and Compliance and Business/Corporate.

In the past three years alone, Ms. Sawyer has advised: Apollo Education, AT&T, BBA Aviation, Bessemer, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, OTPP, Sotheby’s and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Ms. Sawyer is a Hiring Partner, an Associate Development Partner, a member of the Firm’s Managing Partners Committee and the Chair of the Knowledge Management Committee at Sullivan & Cromwell LLP.

Recent Publications

  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000


Mr. Duchovny is a Special Counsel in the Office of Merger and Acquisitions of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. OM&A administers the Williams Act and the rules and regulations adopted thereunder. Mr. Duchovny reviews filings related to tender offers, beneficial ownership reporting, going private transactions and proxy contests, both on a domestic and cross-border setting. Mr. Duchovny also analyzes and responds to requests for no-action or exemptive relief and confidential treatment requests. Mr. Duchovny also analyzes and responds to inquiries from the general public as well as from other members of the staff of the SEC and works on the interpretation of existing rules and adoption of new rules. He has provided staff training and spoken to the ABA and to law school students.

Prior to serving in OM&A, Mr. Duchovny worked in the Office of Electronics and Machinery of the Division of Corporation Finance as an examiner of registration statements, proxy statements, and periodic reports, among other things. Mr. Duchovny has also worked as an auditor and a legal and financial consultant at a Big Four accounting firm.

Mr. Duchovny received a B.S. from University of Maryland and his J.D. from Georgetown University where currently he serves as an Adjunct Professor of Law.


Paul Shim is a partner in the New York, NY office of Cleary Gottlieb Steen &  Hamilton LLP.  His practice focuses on public and private merger and acquisition transactions.

He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.

He repeatedly has been recognized by the business and legal press for his work on behalf of clients, including twice being named a “Dealmaker of the Year” by The American Lawyer.


Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, governance and shareholder activism. Sarkis’s clients include Accenture, Bain Capital, Infineon Technologies, Lazard, Moelis & Co., Nexstar Media, Spectrum Brands, Vista Equity Partners and WellCare Health Plans.

Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2018, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A and he was highlighted by clients for being “very responsive and thoughtful,” while Chambers Global mentioned he is “always offering a practical approach to solving problems, and has excellent domain experience.” He was chosen by Law360 as a 2017 MVP for being “at the forefront of some of the biggest transactions in the past year.” He was also recognized in the 2009-2010 and 2013-2018 editions of The Legal 500 U.S.

Sarkis is a member of the Board of Trustees and Secretary of Carnegie Hall, which is dedicated to presenting extraordinary music to the widest possible audience with performances, educational programs and the cultivation of new artists.

Representative Matters

  • Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group
  • WellCare Health Plans in its $2.5 billion acquisition of Meridian Health Plans
  • Equity One in its $15.6 billion stock-for-stock merger with Regency Centers Corporation, creating the preeminent shopping center REIT in the U.S.
  • Nexstar Broadcasting Group in connection with its $4.6 billion acquisition of Media General, ending a six-month public takeover battle during which Nexstar jumped Media General’s previously announced transaction with Meredith Corp.
  • Strayer Education in its $1.9 billion merger of equals with Capella Education Company, creating a national leader in education innovation
  • Accenture in fifteen transactions since 2013
  • Talen Energy in its evaluation and rejection of an unsolicited $11 per share proposal from 35% shareholder Riverstone Holdings in a process that resulted in the $5.2 billion sale of Talen at a substantially increased price of $14 per share
  • Vista Equity Partners in seven transactions since 2013


William B. Sorabella is a Corporate/M&A partner based in New York City.  His practice focuses on the representation of principals in merger and acquisition transactions, primarily involving public companies.  He regularly represents corporate buyers and sellers, private equity funds and special committees in the purchase, merger and sale of companies and divisional carve-outs and in the formation and dissolution of joint ventures.  He also frequently represents financial advisors in similar transactions.  He also advises clients on corporate governance matters.

William has twice been named as one of the “Dealmakers of the Year” by The American Lawyer.  The 2010 edition spotlighted his work on behalf of 3G Capital Partners in its $4.0 billion acquisition of Burger King Holdings, Inc.  The 2012 edition spotlighted his work on behalf of Blum Capital Partners and Golden Gate Capital in their $2.0 billion acquisition of Collective Brands Inc.  William has also been named as a “Dealmaker of the Week” by The American Lawyer based on his representation of 3G Capital Partners in its acquisition of H.J. Heinz Company, together with Berkshire Hathaway Inc.

William has been recognized by Chambers USA: America’s Leading Lawyers for Business in Corporate/M&A for every year since 2013, which noted that he is a “very careful and meticulous” lawyer who “leaves no stone unturned.”  Sources say he has “excellent interpersonal skills” and “gets things done in a variety of environments.”  William was recognized in The Legal 500 U.S. for his work in M&A: mega-deals (1bn+) as an attorney who “provides critical support and is very knowledgeable on M&A matters.”  William has been selected and profiled as a “Rising Star” and twice as a “M&A MVP” by Law360 and named as a New York “Rising Star” by Super Lawyers.  His innovative work on transactions has also been recognized by several other publications, including The Financial Times in its U.S. Innovative Lawyers Report, The Deal Magazine in its annual “Deals of the Year” and The New York Times DealBook in its annual “Deal Makers at the Head of the Class” awards article.

Recent clients include corporate clients Tronox Limited, Murray Energy Corporation, Restaurant Brands International Inc., Huntsman Corporation, Exelon Corporation, Civitas Solutions, Inc., Exela Technologies Inc., Micro Focus International plc, Black Knight Financial Services Inc., Sagent Pharmaceuticals, Inc. and Innophos Holdings, Inc.; private equity sponsors 3G Capital Partners Ltd., GTCR LLC, The Carlyle Group and L Catterton; and numerous investment banks.  He has worked on matters across a wide range of industries, including healthcare, pharmaceuticals, industrials, chemicals, energy, food and beverage, retail, software, hardware, financial services and hospitality.

He is a graduate of Bowdoin College, summa cum laude and recipient of the Leonard A. Pierce Memorial Prize, and Georgetown University Law Center, cum laude.


Managing Director – Mergers & Acquisitions

  • Carmen M. Molinos is a Managing Director in Morgan Stanley’s Mergers and Acquisitions Department, based in New York.
  • Carmen joined Morgan Stanley in 1994. Prior to joining the Mergers and Acquisitions Department in 1998, Carmen worked in the Banking Department covering Latin American and Telecommunications companies.
  • Carmen received a B.S. from Cornell University. Carmen lives in Darien, Connecticut with her husband, Mark, and her son, Sebastian.


Jeff has practiced corporate law for twenty-five years, serving as “Delaware counsel” on hundreds of transactions involving venture-backed companies, as well as public corporations and Delaware entities generally. He has been involved in some of the most important litigation involving venture-backed companies, including the Benchmark, Watchmark and Thoughtworks cases.  Jeff has been a frequent speaker at VCGC meetings, law firms, ABA meetings and PLI conferences, and has taught courses on corporate law at University of Pennsylvania Law School and Villanova Law School.

Jeff is an editor of the leading treatise Delaware Corporation Law and Practice (Matthew Bender); his recent articles include Private Company Financings:  Delaware Court Provides Guidance for Boards and Venture Funds, Delaware Law Pitfalls in IPOs, Breacher Beware:  Contract Damages in Delaware M&A Decisions, and Running a Proper Independent Committee Process.


Mr. Mills is a partner in Davis Polk’s Mergers and Acquisitions Group, advising on domestic and cross-border transactions for public and private companies across all industries. He also advises on stockholder activism, corporate governance, fiduciary duties and takeover defense.

Work Highlights

  • PartnerRe’s contested merger of equals with AXIS Capital and subsequent sale to EXOR
  • Emerson’s:
    • Disposition of its network power and power transmission solutions businesses
    • Acquisition of Pentair’s Valves & Controls business
    • Successful hostile acquisition of Chloride Group plc
  • Heineken’s acquisition of Brasil Kirin from Kirin
  • MHR Fund Management with respect to Lions Gate Entertainment and its acquisition of Starz
  • Royalty Pharma’s hostile bid for Elan
  • Mitsubishi Leasing’s acquisition of Jackson Square Aviation
  • Dalian Wanda’s acquisition of AMC Entertainment
  • Cigna’s acquisition of HealthSpring
  • Citigroup’s rescue transaction with Wachovia
  • Various transactions for Emerson Electric, Comcast, Roche and ImClone Systems
  • Financial advisory assignments for J.P. Morgan, Morgan Stanley, Deutsche Bank and Lazard

Recognition

Mr. Mills is recognized for his work in the legal industry:

  • The American Lawyer – “Dealmaker of the Week,”2015 and 2011

He is consistently recognized as a leading M&A lawyer in several legal industry publications, including:

  • Chambers Global
  • Chambers USA
  • IFLR1000

Of Note

Current Memberships

  • Member, American Intellectual Property Law Association
  • Member, American Bar Association
  • Member, New York City Bar

Past Membership

  • Trustee, The Cathedral School, 2006-2009
  • Member, Board of Directors, Foreign Policy Association
  • Member, Executive Committee, Foreign Policy Association

PROFESSIONAL HISTORY

  • Partner, 1993-present
  • Associate, 1986-1993

Bar Admissions

  • State of New York

Education

  • B.Com., University of Queensland, 1980
  • LL.B., University of Queensland, TC Beirne School of Law, 1982
    • First Class Honours


ANNE C. FOSTER has over thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented numerous clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues.

Anne is a member of the American Law Institute, and has served as a panelist and board member of the Weinberg Center on Corporate Governance at the University of Delaware.  A frequent speaker on issues relating to corporate litigation and ethics, she has co-taught classes at Columbia Law School and the University of Pennsylvania Law School.  Anne is a certified mediator with the Delaware Superior Court.


William H. Efron is the Director of the Federal Trade Commission's Northeast Regional Office. He previously served as Acting Regional Director from March 2012 to June 2012. Prior to joining the FTC in 2009, Mr. Efron was an associate at Simpson Thacher & Bartlett LLP.  He received his J.D. from the University of Virginia School of Law and his B.A. from the University of Pennsylvania.


Michael is co-head of Goldman Sachs' Mergers & Acquisitions Group, which entails responsibility for managing the firm's mergers and acquisition advisory services globally. In addition, he has an active M&A practice area advising clients who are considering strategic and financing activities in the Industrials, Natural Resources and Consumer sectors.

Michael joined Goldman Sachs as a partner in 1998 in the Mergers &Acquisitions Department of the Investment Banking Division (IBD). From 2000 to 2004, he was based in Hong Kong and was head of Investment Banking for Asia Ex-Japan. Upon his return to New York, Michael became co-head of the Industrials and Natural Resources Group. He was named head of Mergers &Acquisitions for the Americas in 2011 and served in that position until assuming his current global role in 2015.

Michael is a member of the IBD Executive Committee and the IBD Client and Business Standards Committee. He has served on the firm's Partnership Committee, the IBD Operating Committee and the Asia Management Committee.

Prior to joining the firm, Michael was a managing director at Salomon Brothers Inc. where he was head of the Global Mergers & Acquisitions Group.

Michael is chairman of the Board of Trustees of Choate Rosemary Hall.

Michael earned a BA from Wesleyan University in 1980 and an MBA from the Wharton School of Business in 1985.

 


Mr. Miller is a Vice Chairman in JPMorgan’s Mergers and Acquisitions Group, having joined the firm in October 2007 after spending 20 years at Credit Suisse. Prior to his current position, Mr. Miller was Head of Mergers and Acquisitions for North America and Head of the Financial Sponsor Mergers and Acquisitions effort at Credit Suisse.  Other managerial roles included Co-heading the Credit Suisse Global Energy Group.

Mr. Miller has nearly 30 years of experience in all aspects of financial advisory services.  He has advised both domestic and international clients on a broad variety of assignments including mergers, acquisitions, divestitures, proxy contests, hostile transactions,  special committee assignments, and debt and equity capital raisings. He is a Certified Public Accountant.  Mr. Miller is a former Trustee for the Council of the University of Chicago Booth School of Business.  He is currently a Dean’s Advisory Council member for the Kelley School of Business at Indiana University and a member of the Studio Museum in Harlem and GAR Foundation Boards of Directors.